SEC Form 4 · accession 0001144204-15-066397
Neurotrope, Inc. · NTRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles S Ramat
Officer — President and CEO · Director
Period of report
Nov 13, 2015
Accepted (ET)
Nov 17, 2015 · 3:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001513856
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F8,F2 | $0.00 | Nov 13, 2015 | P | 1,667 | A | — | — | Common Stock | 166,667 | 166,667 | I |
| Series A WarrantF1,F8,F3 | $0.80 | Nov 13, 2015 | P | 166,667 | A | — | Nov 13, 2020 | Common Stock | 166,667 | 166,667 | I |
| Series B WarrantF1,F8,F4 | $0.80 | Nov 13, 2015 | P | 166,667 | A | — | Nov 13, 2016 | Common Stock | 166,667 | 166,667 | I |
| Series C WarrantF1,F8,F5 | $1.25 | Nov 13, 2015 | P | 166,667 | A | — | Nov 13, 2020 | Common Stock | 166,667 | 166,667 | I |
| Series D WarrantF1,F8,F6 | $1.00 | Nov 13, 2015 | P | 166,667 | A | — | — | Common Stock | 166,667 | 166,667 | I |
| Series E WarrantF1,F8,F7 | $1.50 | Nov 13, 2015 | P | 166,667 | A | — | — | Common Stock | 166,667 | 166,667 | I |
| Option (right to buy)F9 | $0.60 | Nov 13, 2015 | A | 100,000 | A | — | Nov 13, 2025 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The reported securities are included within units with a purchase price of $0.60 per unit, each unit consisting of one one-hundredth of a share of Series B Preferred Stock, one Series A Warrant, one Series B Warrant, one Series C Warrant, one Series D Warrant and one Series E Warrant.
- F2The Series B Preferred Stock may be converted at any time by the holder at an initial conversion ratio of one share of Common Stock per one one-hundredth share of Series B Preferred Stock and have no expiration date.
- F3Each Series A Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date five years from the date of issuance, one share of Common Stock subject to adjustment.
- F4Each Series B Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date of one year from the date of issuance, one share of Common Stock subject to adjustment.
- F5Each Series C Warrant allows the reporting person to acquire, at an exercise price of $1.25 per share with an expiration date of five years from the date of issuance, one share of Common Stock subject to adjustment.
- F6Each Series D Warrant will be exercisable only if and to the extent that the Series B Warrants are exercised and will expire on the five year anniversary of the date that the Series B Warrant is initially exercised.
- F7Each Series E Warrant will be exercisable only if and to the extent that the Series C Warrants are exercised and will expire on the five year anniversary of the date that the Series C Warrant is initially exercised.
- F8Shares held by NTR21 Holdings, LLC. The reporting person is the President of NRT21 Equities Corp, which is the Managing Member of NTR21 Holdings, LLC and has sole voting and investment power over the shares owned thereby.
- F9The Option is fully vested as of the date of grant and has an exercise period of ten years from the date of grant which is not reduced by any termination of employment or services.